Stran & Company, Inc. (SWAG): M&A transaction — Stran completes T R Miller asset purchase for $2.15M cash plus earn-out; T R Miller FY2022 sales $20.4M

Stran & Company, Inc.

Total cash at closing $2,154,230, comprising $1M base price plus $1,123,072 working capital adjustment.
Deferred payments: $400K yr1, $300K yr2, $200K yr3 & yr4; earn-out: 45% of annual gross profit above $4M from certain customers.
T R Miller year ended June 2022: revenue $20.37M, net earnings $976K, total assets $6.65M, cash $2.07M.
Leased warehouse from Miller Family Walpole LLC for 5 years at $179,550 initial annual rent with 2% escalator.
Entered 3-year consulting agreement with Thomas Miller and employment agreement with Stacy Miller.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Stran & Company, Inc. completed an acquisition involving T R Miller Co., Inc. for $2,154,230.21 in cash (closed 2023-06-01).

Action: acquisition
Counterparty: T R Miller Co., Inc.
Consideration: $2,154,230.21 in cash
Closing: 2023-06-01

Exact text from the filing

On June 1, 2023, the Closing was completed. Pursuant to the Purchase Agreement, the Company paid T R Miller $2,154,230.21 in cash, reflecting the purchase price of $1,000,000 as adjusted by a $1,123,071.82 working capital adjustment; no adjustment for indebtedness as of the date and time of the Closing (the "Closing Date") that was not part of the Assumed Liabilities (as defined in the Purchase Agreement); no separate amount for any Inventory (as defined in the Purchase Agreement) that was on hand and owned by Seller as of the Closing Date, as such amount was included in the working capital adjustment; and first and last month's rent under the Lease Agreement (as defined below) of $14,962.50 and $16,195.89, respectively.

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Stran & Company, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-23-068555

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